Status. Buyer is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

Termination of Status. The Board shall determine the effect on an Award of the Disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award. For purposes of the Plan and any agreements under the Plan, “Cause,” with respect to a Participant, means # dishonesty with respect to the Company, # insubordination, substantial malfeasance or non‑feasance of duty, # unauthorized disclosure of confidential information, # breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company, or # conduct substantially prejudicial to the business of the Company; provided, however, that any provision in an agreement between a Participant and the Company, which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination of the Board as to the existence of Cause will be conclusive on the Participant and the Company.

Status. The Company is a corporation validly existing and in good standing under the laws of the State of Tennessee, with full power and authority to carry on its business, to own or lease and to operate its properties and to enter into and perform its obligations under this Agreement. The Company is duly qualified or licensed to do business in and is in good standing as a foreign corporation in all jurisdictions where the character of the material properties owned, leased or licensed by it or the nature of its business makes such qualification, licensing or good standing necessary in any material respect. The Company has made available or provided Buyer with true, complete and correct copies of the organizational documents, each as amended, stock records and minute books of the Company and each are correct and complete in all material respects.

Status. Nothing in this Plan or any instrument executed pursuant to this Plan will confer upon any Participant any right to continue as a director of the Corporation or affect the right of the Board to terminate the services of any Participant.

Termination of Status as Participant. From and after the date that the Participant ceases to own any Class B Units, he or she shall cease to be a Participant for the purposes of this Agreement and all rights he may have hereunder shall terminate, except for any rights with respect to matters contemplated hereby after such date and except for breaches occurring prior to such time. For the purposes of the preceding sentence, the Participant shall be deemed to own all Class B Units owned by his or her Permitted Transferees.

Status. Each Credit Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and it has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage. Each Credit Party is duly qualified to carry on its business, and is in good standing, in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualification except where not being so qualified would not have a Material Adverse Effect.

Status. Seller is a limited liability company duly formed and validly existing and in good standing under the laws of the State of Delaware.

Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights, or receive any benefits, under an Award.

Termination or Change of Status. The Board shall determine, either at the time an Award is granted or thereafter, the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

Termination of Status. The Board shall determine the effect on an Option of the disability, death, termination of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Option.